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Entireuccbook_statue of Frauds

Entireuccbook_statue of Frauds

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UNIFORM COMMERCIAL CODEAct 174 of 1962
AN ACT to enact the uniform commercial code, relating to certain commercial transactions in or regarding personal property and contracts and other documents concerning them, including sales, commercial paper, bank deposits and collections, letters of credit, bulk transfers, warehouse receipts, bills of lading, other documents of title, investment securities, leases, and secured transactions, including certain sales of accounts,chattel paper and contract rights; to provide for public notice to third parties in certain circumstances; toregulate procedure, evidence and damages in certain court actions involving such transactions, contracts or documents; to make uniform the law with respect thereto; to make an appropriation; to provide penalties; andto repeal certain acts and parts of acts.
History:
1962, Act 174, Eff. Jan. 1, 1964;
  
Am. 1976, Act 27, Imd. Eff. Mar. 4, 1976;
  
Am. 1984, Act 170, Imd. Eff. June 29, 1984;
  
Am. 1992, Act 101, Eff. Sept. 30, 1992.
The People of the State of Michigan enact:
ARTICLE 1GENERAL PROVISIONSPART 1SHORT TITLE, CONSTRUCTION, APPLICATION AND SUBJECT MATTER OF THE ACT
440.1101 Uniform commercial code; short title.
Sec. 1101. This act shall be known and may be cited as “uniform commercial code”.
History:
1962, Act 174, Eff. Jan. 1, 1964.
440.1102 Construction of act; purposes; variation by agreement.
Sec. 1102. (1) This act shall be liberally construed and applied to promote its underlying purposes and policies.(2) Underlying purposes and policies of this act are(a) to simplify, clarify and modernize the law governing commercial transactions;(b) to permit the continued expansion of commercial practices through custom, usage and agreement of the parties;(c) to make uniform the law among the various jurisdictions.(3) The effect of provisions of this act may be varied by agreement, except as otherwise provided in thisact and except that the obligations of good faith, diligence, reasonableness and care prescribed by this act maynot be disclaimed by agreement but the parties may by agreement determine the standards by which the performance of such obligations is to be measured if such standards are not manifestly unreasonable.(4) The presence in certain provisions of this act of the words “unless otherwise agreed” or words of similar import does not imply that the effect of other provisions may not be varied by agreement under subsection (3).(5) In this act unless the context otherwise requires(a) words in the singular number include the plural, and in the plural include the singular;(b) words of the masculine gender include the feminine and the neuter, and when the sense so indicateswords of the neuter gender may refer to any gender.
History:
1962, Act 174, Eff. Jan. 1, 1964.
440.1103 Supplementary principles of law applicable.
Sec. 1103. Unless displaced by the particular provisions of this act, the principles of law and equity,including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud,misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause shallsupplement its provisions.
History:
1962, Act 174, Eff. Jan. 1, 1964.
440.1104 Construction of act as to implied repeal by subsequent legislation.
Sec. 1104. This act being a general act intended as a unified coverage of its subject matter, no part of itshall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably beavoided.
History:
1962, Act 174, Eff. Jan. 1, 1964.
Rendered Thursday, July 28, 2011Page 1Michigan Compiled Laws Complete Through PA 61 and includes63-71, 74-76, 79-82, 94, 95, 103, 104 & 106 of 2011
©
 Legislative Council, State of Michigan
Courtesy of www.legislature.mi.gov 
 
440.1105 Agreement as to law governing rights and duties of parties; act applicable totransactions upon failure to agree; effect of contrary agreement where act specifiesapplicable law.
Sec. 1105. (1) Except as provided in this section, if a transaction bears a reasonable relation to this stateand also to another state or nation the parties may agree that the law either of this state or of the other state or nation shall govern their rights and duties. Failing agreement this act applies to transactions bearing anappropriate relation to this state.(2) If 1 of the following provisions of this act specifies the applicable law, that provision governs and acontrary agreement is effective only to the extent permitted by the law (including the conflict of laws rules)specified:
Rights of creditors against sold goods. Section 2402. Applicability of the article on leases. Sections 2A105 and 2A106. Applicability of the article on bank deposits and collections. Section 4102.Governing law in the article on funds transfers. Section 4A507.Letters of credit. Section 5116. Applicability of the article on investment securities. Section 8110.Law governing perfection, the effect of perfection or nonper- fection, and the priority of security interests and agricul- tural liens. Sections 9301 through 9307.
History:
1962, Act 174, Eff. Jan. 1, 1964;
  
Am. 1978, Act 369, Eff. Jan. 1, 1979;
  
Am. 1992, Act 100, Imd. Eff. June 25, 1992;
  
Am. 1992, Act 101, Eff. Sept. 30, 1992;
  
Am. 1998, Act 278, Imd. Eff. July 27, 1998;
  
Am. 1998, Act 488, Imd. Eff. Jan. 4, 1999;
  
Am. 1998, Act 489, Imd. Eff. Jan. 4, 1999;
  
Am. 2000, Act 348, Eff. July 1, 2001.
440.1106 Liberal administration of remedies; enforcement.
Sec. 1106. (1) The remedies provided by this act shall be liberally administered to the end that theaggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special nor penal damages may be had except as specifically provided in this act or by other rule of law.(2) Any right or obligation declared by this act is enforceable by action unless the provision declaring itspecifies a different and limited effect.
History:
1962, Act 174, Eff. Jan. 1, 1964.
440.1107 Discharge of claim or right after breach; consideration.
Sec. 1107. Any claim or right arising out of an alleged breach can be discharged in whole or in partwithout consideration by a written waiver or renunciation signed and delivered by the aggrieved party.
History:
1962, Act 174, Eff. Jan. 1, 1964.
PART 2GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION
440.1201 Definitions.
Sec. 1201. Subject to additional definitions contained in the subsequent articles of this act which areapplicable to specific articles or parts of this act, and unless the context otherwise requires, in this act:(1) “Action” in the sense of a judicial proceeding includes recoupment, counterclaim, setoff, suit in equity,and any other proceedings in which rights are determined.(2) “Aggrieved party” means a party entitled to resort to a remedy.(3) “Agreement” means the bargain of the parties in fact as found in their language or by implication fromother circumstances including course of dealing or usage of trade or course of performance as provided in thisact (sections 1205 and 2208). Whether an agreement has legal consequences is determined by the provisionsof this act, if applicable; otherwise by the law of contracts (section 1103). (Compare “Contract”.)(4) “Bank” means any person engaged in the business of banking.
Rendered Thursday, July 28, 2011Page 2Michigan Compiled Laws Complete Through PA 61 and includes63-71, 74-76, 79-82, 94, 95, 103, 104 & 106 of 2011
©
 Legislative Council, State of Michigan
Courtesy of www.legislature.mi.gov 
 
(5) “Bearer” means the person in possession of an instrument, document of title, or certificated security payable to bearer or indorsed in blank.(6) “Bill of lading” means a document evidencing the receipt of goods for shipment issued by a personengaged in the business of transporting or forwarding goods, and includes an airbill. “Airbill” means adocument serving for air transportation as a bill of lading does for marine or rail transportation, and includesan air consignment note or air waybill.(7) “Branch” includes a separately incorporated foreign branch of a bank.(8) “Burden of establishing a fact” means the burden of persuading the triers of fact that the existence of the fact is more probable than its nonexistence.(9) “Buyer in ordinary course of business” means a person that buys goods in good faith, withoutknowledge that the sale violates the rights of another person in the good, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in theordinary course if the sale to the person comports with the usual or customary practices in the kind of businessin which the seller is engaged or with the seller's own usual or customary practices. A person that sells oil,gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under article 2 may be a buyer in ordinary course of business. A person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt is not a buyer in ordinary course of business.(10) “Conspicuous”: A term or clause is conspicuous when it is so written that a reasonable person againstwhom it is to operate ought to have noticed it. A printed heading in capitals (as: non-negotiable bill of lading)is conspicuous. Language in the body of a form is “conspicuous” if it is in larger or other contrasting type or color. But in a telegram any stated term is “conspicuous”. Whether a term or clause is “conspicuous” or not isfor decision by the court.(11) “Contract” means the total legal obligation which results from the parties' agreement as affected bythis act and any other applicable rules of law. (Compare “Agreement”.)(12) “Creditor” includes a general creditor, a secured creditor, a lien creditor and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, andan executor or administrator of an insolvent debtor's or assignor's estate.(13) “Defendant” includes a person in the position of defendant in a cross action or counterclaim.(14) “Delivery” with respect to instruments, documents of title, chattel paper, or certificated securitiesmeans voluntary transfer of possession.(15) “Document of title” includes bill of lading, dock warrant, dock receipt, warehouse receipt, or order for the delivery of goods, and also any other document which in the regular course of business or financing istreated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers. To be a document of title a document must purport to be issued by or addressed to a bailee and purport to cover goods in the bailee's possession which are either identified or arefungible portions of an identified mass.(16) “Fault” means wrongful act, omission, or breach.(17) “Fungible” with respect to goods or securities means goods or securities of which any unit is, bynature or usage of trade, the equivalent of any other like unit. Goods which are not fungible shall be deemedfungible for the purposes of this act to the extent that under a particular agreement or document unlike unitsare treated as equivalents.(18) “Genuine” means free of forgery or counterfeiting.(19) “Good faith” means honesty in fact in the conduct or transaction concerned.(20) “Holder”, with respect to a negotiable instrument, means the person in possession if the instrument is payable to bearer or, in the case of an instrument payable to an identified person, if the identified person is in possession. Holder, with respect to a document of title, means the person in possession if the goods aredeliverable to bearer or to the order of the person in possession.(21) To “honor” is to pay or to accept and pay, or where a credit so engages to purchase or discount a draftcomplying with the terms of the credit.(22) “Insolvency proceedings” includes any assignment for the benefit of creditors or other proceedingsintended to liquidate or rehabilitate the estate of the person involved.(23) A person is “insolvent” who either has ceased to pay his or her debts in the ordinary course of  business or cannot pay his or her debts as they become due or is insolvent within the meaning of the federal bankruptcy law.(24) “Money” means a medium of exchange authorized or adopted by a domestic or foreign government
Rendered Thursday, July 28, 2011Page 3Michigan Compiled Laws Complete Through PA 61 and includes63-71, 74-76, 79-82, 94, 95, 103, 104 & 106 of 2011
©
 Legislative Council, State of Michigan
Courtesy of www.legislature.mi.gov 

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